Fitch Affirms Fidelity National Information Systems' IDR at 'BBB': Outlook Revised to Negative
The rating action follows FIS's announcement of the proposed acquisition of SunGard, the ultimate parent of SunGard Data Systems, Inc. (SunGard), for $9.1 billion, including SunGard's debt (not rated by Fitch). FIS plans to fund the $5.1 billion equity component with a mix of 55% equity and 45% cash. The transaction is expected to close by the end of the year.
KEY RATING DRIVERS
--Fitch believes the combination of the companies is a long-term positive. The SunGard transaction provides FIS with a strong entry into adjacent markets (serving financial institutions). From a product set basis there is minimal overlap, although the two companies serve and/or target many of the same institutions. SunGard's overlap is principally with FIS's Global Financial Solutions sector, which serves large, global financial institutions.
--Fitch believes the transaction is strategically positive in the long-term but that the initial leverage and the timeline for FIS to reduce leverage to under 3x (Fitch estimates around mid-2017 assuming a fourth quarter 2015 close) warrants a Negative Rating Outlook.
--Highly Stable Market Demand: FIS's customer base in the Integrated Financial Solutions (IFS) segment, mid-tier US banks, are highly reliant on the company for their internal operations. Customer engagements are typically secured by long-term contracts and renewal rates are very high. A majority of revenue is contract based (88% recurring revenue) or account volume based with a minority amount exposed to cyclical changes in consumer spending. As a result, revenue, margins and cash flow tend to be highly predictable. EBITDA margins are relatively strong, given standard solutions are supplied to many customers.
--Faster Growth in GFS: FIS's Global Financial Solutions (GFS) segment is expected to produce revenue growth in the high single- to low-double digits. Recurring revenues are lower than in IFS but still relatively high at about 70% of revenues. In this segment, solutions for the large global financial institutions are generally customized, and its EBITDA margins are reflective of the more personnel intensive nature of its business.
--Commitment to Investment Grade Ratings: Management has reconfirmed its commitment to having a solid investment grade rating and maintaining reasonably conservative credit metrics. Fitch believes management is committed to reducing leverage to 2.5x or lower over the long-run following the acquisition of SunGard. Fitch believes the company's increasing focus on growing its business with large Tier 1 banks creates a business need for a solid investment grade rating.
--Moderated Event Risk: The acquisition of SunGard and the expected continuation of the company's existing dividend policy may reduce near-term event risk. The potential for event risk stems from the stable and solid free cash flow inherent in the business.
KEY ASSUMPTIONS
--Fitch expects pro forma revenue growth of low- to mid-single digits;
--EBITDA margins, following the close of the transaction, are expected to be just over 30% and expand slightly in the following years;
--Fitch expects the full run rate of synergies of $200 million annually to be reached in 2017;
--A $200 million in upfront expense/payment to achieve synergies is expected by Fitch;
--Fitch does not expect FIS to engage in stock buybacks and will focus on reducing debt until it approaches its target range.
RATING SENSITIVITIES
Positive: Continued growth in the business driven by cross-selling of products and services across the domestic customer base, which increases FIS' value to customers, as well as growth in the international business which provides further diversification. Commitments from management to maintain leverage at or below 2.25x.
Negative: More aggressive capital distribution to shareholders, particularly if these actions are in response to changes in equity valuation. Significant changes to the structure of the financial services sector which could lead to the loss or consolidation of a significant portion of FIS' customer base. Leverage above 3.0x for a sustained period would be a potential cause for a negative rating action.
LIQUIDITY AND DEBT STRUCTURE
Liquidity as of June 30, 2015 was solid with cash of $446 million ($239 million held outside the U.S.) and approximately $2.2 billion available under a $3 billion senior unsecured revolving credit facility, expiring Dec. 2019. Additionally, FCF (after dividends) has been more than $450 million annually over the past three years.
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